**Exhibit10.54**

** **
| **DATED** | ** ** | **9 December** | ** ** | **2004** |
|-----------|------------|----------------|------------|----------|

** **

** **

**FELAW MALTINGS IPSWICH (NO. 1) LIMITED**

**FELAW MALTINGS IPSWICH (NO.2) LIMITED**

** **

**- and -**

** **

**VIDUS LIMITED**

** **

**- and -**

** **

**MARS PENSION TRUSTEES LIMITED**

** **

** **

**LEASE**

** **

**- OF -**

** **

**THIRD FLOOR, THE NORTH MALTING FELAW STREETIPSWICH SUFFOLK IP2 8HE**

** **

**Lovells**

 

P1/JCP/DBDM/1389608.02

21552/83900

 

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CONTENTS

 
| ** ** | **PAGE NO.**                 |
|------------|------------------------------|
| CLAUSE     |                         |
|       |                         |   |
| 1.         | **INTERPRETATION**           |   |
|       | ** **                   |   |
| 2.         | **DEMISE AND  RENT**         | 3 |
|       | ** **                   |   |
| 3.         | **LESSEE’S  COVENANTS** | 4 |
|       |                         |   |
|       | 3.1                          | **Pay Rent** | 4 |
|       |                         | ** ** |   |
|       | 3.2                          | **Pay outgoings** | 4 |
|       |                         | ** ** |   |
|       | 3.3                          | **Repair  and decorate** | 4 |
|       |                         | ** ** |   |
|       | 3.4                          | **Observe  legislation** | 5 |
|       |                         | ** ** |   |
|       | 3.5                          | **Yield up** | 5 |
|       |                         | ** ** |   |
|       | 3.6                          | **Entry by  Lessor** | 5 |
|       |                         | ** ** |   |
|       | 3.7                          | **Entry  by adjoining owners** | 6 |
|       |                         | ** ** |   |
|       | 3.8                          | **Costs of  default** | 6 |
|       |                         | ** ** |   |
|       | 3.9                          | **User** | 6 |
|       |                         | ** ** |   |
|       | 3.10                         | **Alterations** | 7 |
|       |                         | ** ** |   |
|       | 3.11                         | **Signage** | 8 |
|       |                         | ** ** |   |
|       | 3.12                         | **Aerials, etc** | 8 |
|       |                         | ** ** |   |
|       | 3.13                         | **Planning  Acts** | 8 |
|       |                         | ** ** |   |
|       | 3.14                         | **Statutory  Notices** | 8 |
|       |                         | ** ** |   |
|       | 3.15                         | **Insurer’s  requirements** | 8 |
|       |                         | ** ** |   |
|       | 3.16                         | **To Let board** | 9 |
|       |                         |   |   |
|       | 3.17                         | **Prohibited  alienation** | 9 |
|       |                         | ** ** |   |
|       | 3.18                         | **Assignment** | 9 |
|       |                         | ** ** |   |
|       | 3.19                         | **Subletting** | 10 |
|       |                         | ** ** |   |
|       | 3.20                         | **Registration  of dealings** | 11 |
|       |                         | ** ** |   |
|       | 3.21                         | **Encroachments** | 11 |
|       |                         | ** ** |   |
|       | 3.22                         | **To  comply with regulations** | 11 |
|       |                         | ** ** |   |
|       | 3.23                         | **Not  to park or obstruct** | 12 |
|       |                         | ** ** |   |
|       | 3.24                         | **Works  to Parking Spaces** | 12 |
|       |                         | ** ** |   |
|       | 3.25                         | **Costs  of applications** | 12 |
|       |                         | ** ** |   |
|       | 3.26                         | **Observe  documents** | 12 |
|       |                         |   |
| 4.         | **LESSOR’S COVENANTS**  | 13 |
|       |                         |   |
|       | 4.1                          | **Insure** | 13 |
|       |                         | ** ** |   |
|       | 4.2                          | **Quiet  enjoyment** | 13 |
|       |                         | ** ** |   |
|       | 4.3                          | **Provide  services** | 13 |
|       |                         | ** ** |   |
|       | 4.4                          | **Structure** | 14 |

 

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| 5.            | **PROVISOS**                                  | 14                             |
|---------------|-----------------------------------------------|--------------------------------|
|          |                                          |                           |
|          | 5.1                                           | **Interest  on late payments** | 14 |
|          |                                          | ** **                     |   |
|          | 5.2                                           | **Re-entry**                   | 14 |
|          |                                          | ** **                     |   |
|          | 5.3                                           | **Rent  cesser**               | 15 |
|          |                                          | ** **                     |   |
|          | 5.4                                           | **Statutory  compensation**    | 16 |
|          |                                          | ** **                     |   |
|          | 5.5                                           | **Data Protection Act  1998**  | 16 |
|          |                                          |                           |
| 6.            | **RENT  REVIEW**                              | 17                             |
|          | ** **                                    |                           |
| 7.            | **LESSEE’S  OPTION TO DETERMINE**        | 19                             |
|          | ** **                                    |                           |
| 8.            | **NOTICES**                                   | 19                             |
|          | ** **                                    |                           |
| 9.            | **VAT**                                       | 20                             |
|          | ** **                                    |                           |
| 10.           | **SURETY’S COVENANTS**                   | 20                             |
|          | ** **                                    |                           |
| 11.           | **LANDLORD  AND TENANT (COVENANTS) ACT 1995** | 20                             |
|          | ** **                                    |                           |
| 12.           | **DELIVERY AS A DEED**                        | 20                             |
|          | ** **                                    |                           |
| 13.           | **RIGHTS OF THIRD  PARTIES**                  | 20                             |
|          | ** **                                    |                           |
| 14.           | **RIGHTS  GRANTED BY THE ADJOINING OWNER**    | 20                             |
|          |                                          |                           |
| **SCHEDULES** |                                          |
|          |                                          |                           |
| 1.            | **RIGHTS  GRANTED**                           | 21                             |
|          | ** **                                    |                           |
| 2.            | **RIGHTS  RESERVED**                          | 22                             |
|          | ** **                                    |                           |
| 3.            | **DOCUMENTS TO BE OBSERVED**                  | 24                             |
|          | ** **                                    |                           |
| 4.            | **SERVICE  CHARGE**                           | 25                             |
|          | ** **                                    |                           |
| 5.            | **COVENANTS BY THE SURETY**                   | 31                             |
|          | ** **                                    |                           |
| 6.            | **AUTHORISED  GUARANTEE AGREEMENT**           | 33                             |

 

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**LEASE**

 
| **THIS LEASE** is made |   | 9 December |   | 2004 |
|------------------------|--------|------------|--------|------|

 

**BETWEEN:**

 

(1)                                  **Felaw Maltings Ipswich (No. 1) Limited** (RegisteredNumber 4330837) and **Felaw Maltings Ipswich (No. 2)Limited** (Registered Number 4330719) whose registered offices areboth at 21 Holborn Viaduct London EC1A 2DY (together the **“Lessor”**);and

 

(2)                                  **Vidus Limited** (Registered Number 4069823) Whose registeredoffice is at North Felaw Mailings, 48 Felaw Street, Ipswich, Suffolk (the **“Lessee”**); and

 

(3)                                  **Mars Pension Trustees Limited** (Registered Number 449733) of3D Dundee Road Slough Berkshire SL1 4LG (the “**AdjoiningOwner**”).

 

**WITNESSES:**

 

1.             **INTERPRETATION**

 

1.1           Inthis Lease the following words and expressions have the meanings set oppositethem:

 

**“adjoiningor neighbouring premises”** includes any part of theDevelopment other than the Premises;

 

**“AdjoiningOwner’s Land”** means that part of the Development comprised inHM Land Registry title number SK161294 of which the Adjoining Owner is theregistered proprietor;

 

**“associatedcompany”** means a company in the same group of companies asthe Lessee as defined by section 42 Landlord and Tenant Act 1954;

 

**“AuthorisedGuarantee Agreement”** means an agreement between the Lessorand the Lessee entered into by the Lessee as covenantor in the circumstancesset out in clause 3.18 hereof and containing the provisions set out in Schedule 6hereto;

 

**“Building”**means the building known as The North Malting, Felaw Street, Ipswich shown edgedred on Plan 1;

 

**“CommonAreas”** means those parts of the Development together with anyareas not forming part of the Development which the Lessee is authorised to usedesignated and allocated by the Lessor from time to time for the common use andbenefit of or the provision of services to the lessees of premises forming partof the Development (whether or not including the Lessee) and persons using orvisiting the Development and (without prejudice to the generality of theforegoing) includes any roads footpaths car parks parking spaces and landscapedareas of the Development as well as any estate signs and boards gates walls andfences lighting apparatus surveillance devices services kiosks security guards’accommodation Conducting Media and other things which may at any time be in onor over under or about the Development and which are designated and allocatedby the Lessor as aforesaid;

 

**“CommonParts”** means any entrances, entrance halls, lifts (includinglift shafts), stairs, escalators, passageways, landings, lavatoryaccommodation, Conducting Media and other parts of the Building available orintended to be available for use in common by two or more of the Lessor’slessees of the Building;

 

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**“ConductingMedia”** means tanks, pipes, cables, wires, meters, drains,sewers, gutters and other things of a like nature for the passage of electricity,gas, water, soil and other services;

 

**“Development”**means the land in the County of Suffolk and the offices and other buildingserected thereon known as The Maltings Development Felaw Street Ipswich andshown with a heavy blue line on Plan 1 (including for the avoidance of doubt,the Building) together with any alteration addition or extension thereto thatis either agreed between the parties or is the result of a minor adjustment tothe boundaries of the Lessor’s ownership not material to the Development as awhole;

 

**“InsuranceRent”** means the rent reserved by clause 2.2 hereof;

 

**“InsuredRisks”** means fire and such other usual commercial risks orperils (if any) and as shall be available in the market at reasonablycommercial rates as the Lessor (acting reasonably) may from time to time deemit prudent to insure and have insured the Development (with or without theboilers, lifts and other plant and machinery in the Building) against;

 

**“Lessee”**includes the successors in title and assigns of the Lessee;

 

**“Lessor”**includes the person or persons for the time being entitled to the reversionimmediately expectant on the Term;

 

**“OtherBuildings”** means the buildings Known as The South Malting TheNorth kiln and the South Kiln Felaw Street Ipswich shown edged brown on Plan 1;

 

**“OtherLettable Units”** means the parts of the Development let ordesigned to be let to a lessee excluding:

 

(a)           the Common Areas;

 

(b)           the Premises; and

 

(c)           the Common Parts;

 

**“ParkingSpaces”** means those parking spaces forming part of the CommonAreas shown coloured yellow on Plan 1;

 

**“PartyStructures”** unless the context otherwise requires means thewalls separating and dividing the Premises from any Other Lettable Unit;

 

**“PlanningActs”** means and includes the “Planning Acts” as defined in section 117Planning and Compulsory Purchase Act 2004 together with that Act and all otherlegislation from time to time imposing controls on the development or use ofland (so far as the same does not form part of Structure) or the Common Parts;

 

**“Premises”**means all those premises (shown edged red on the Plan 2 annexed hereto) on thethird floor of the Building (so far as such floor does not form part of theStructure or the Common Parts) together with all glass, false ceilings, plasterand other internal finishes of walls and ceilings and all floorboards and floorcoverings as well as any landlord’s fixtures and fittings from time to timetherein and each and every part thereof (so far as the same does not form partof the Structure) or the Common Parts;

 

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**“Rent”**means the rent reserved by clause 2.1 hereof at the rate from time to timepayable hereunder as therein and in clause 6 hereof provided;

 

**“Service Charge”** means the rentreserved by clause 2.3 hereof;

 

**“Structure”**means the exterior and main structure of the Building including thefoundations, roofs, main walls, ceilings and floors thereof (but excluding anyglass, false ceilings, all internal plaster and other finishes of walls orceilings save where internal to any Common Parts and any floorboards and floorcoverings);

 

**“Term”**means a term of years commencing on 29 September 2004 expiring on 28 September 2014together with any statutory continuation thereof; and

 

**“VAT”**means Value Added Tax and any other tax of a like nature.

 

1.2           In this Lease unless there besomething in the context inconsistent therewith:

 

(a)                                  wordsimporting the masculine gender shall include the feminine gender and vice versaand words importing the singular shall include the plural and vice versa and wordsimporting persons and all references to persons shall include companies, corporationsand firms and vice versa;

 

(b)                                 ifat any time two or more persons are included in the expression the “Lessee” thencovenants herein contained or implied by or on the part of the Lessee shall bedeemed to be and shall be construed as covenants entered into by and binding onsuch persons jointly and severally;

 

(c)                                  wherethe Lessee is placed under a restriction by this Lease it includes an obligationnot to permit or allow the restriction to be infringed;

 

(d)                                 referencesto “lease” shall include “underlease” and vice versa.

 

2.             **DEMISE AND RENT**

 

The Lessor HEREBY DEMISESunto the Lessee ALL THOSE the Premises TOGETHER with the particular rights setout in Schedule 1 hereto BUT EXCEPT AND RESERVED AND SUBJECT to theparticular rights and matters set out in Schedule 2 hereto AND SUBJECTALSO to such other rights, easements, quasi-easements and privileges as areenjoyed by any Other Lettable Unit in any manner affecting the Premises ANDSUBJECT ALSO to the matters contained or referred to in the documents briefparticulars whereof are set out in Schedule 3 hereto TO HOLD the Premisesunto the Lessee (together with but except and reserved and subject asaforesaid) for the Term YIELDING AND PAYING therefor unto the Lessor during theTerm and so in proportion for any less time than a year without any deductionstherefrom whatsoever the following rents namely:

 

2.1           untiland including 28 September 2009 the yearly rent of £62,140 and during the remainderof the Term the said yearly rent or such higher yearly rent as may become payablepursuant to review under clause 6 hereof by equal quarterly payments in advanceon the four usual quarter days in each year of which the first payment (beingthe due proportion for the period commencing on 29 September 2004 andending on the usual quarter day thereafter) shall be paid on or before the datehereof;

 

2.2           throughoutthe Term sums equal to a just proportion fairly attributable to the Premises ofthe total amounts which the Lessor shall from time to time expend by way ofpremium and proper incidental costs (including the cost of periodic valuationsand the whole of any

 

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increase in any premiumfrom time to time as a result of or arising out of the manner or the purposesin or for which the Premises are kept used and occupied by the Tenant) in effectingand maintaining the several insurances referred to in clause 4.1 hereofeach such sum to be paid on the usual quarter day immediately following demandtherefor the first such payment in respect of amounts already so expended bythe Lessor (being the due proportion thereof commencing on 29 September 2004to the next renewal date or dates for such insurances) to be paid on or beforethe date hereof and in the event of any dispute as to any such sum the sameshall be determined by the Lessor’s Surveyor (acting as an independent expertand not as an arbitrator) whose determination shall be final and binding on theparties (save in the case of manifest error);

 

2.3                                 throughoutthe Term sums equal to the Service Charge defined in Schedule 4 hereto atthe times and in manner therein specified;

 

2.4                                 Byway of additional rent VAT on any of the foregoing rents if applicable thereto.

 

3.             **LESSEE’S COVENANTS**

 

The Lessee to the intentthat the obligations hereby created shall continue throughout the whole of theTerm HEREBY COVENANTS with the Lessor as follows:

 

3.1           **Pay Rent**

 

(a)                                  Topay the Rent, the Insurance Rent and the Service Charge at the times and in themanner aforesaid without deduction or set off and to pay the Rent by bankers standingorder or similar form of bank transfer if so required by the Lessor.

 

(b)                                 Topay all rents and other sums when they first fall due under this Lease whilstthe Term is vested in the Lessee whether or not such rents or other sums relateto a period before the Term became vested in such Lessee.

 

3.2           **Pay outgoings**

 

To pay and keep theLessor fully indemnified from and against all liability for all general andother rates of whatever nature or kind and all taxes, charges, duties, levies,assessments, impositions and outgoings whatever (whether parliamentary,parochial, local or of any other description) which are now or may become ratedtaxed charged levied assessed or imposed upon the Premises or the owner,landlord, tenant or occupier thereof and whether or not required to be paid bythe Lessee himself PROVIDED THAT the Lessee shall not be liable for the paymentof any Income or Corporation Tax chargeable in respect of the rents hereinreferred or for any tax chargeable in respect of any dealing by the Lessee withits reversionary interest.

 

3.3           **Repair and decorate**

 

(Damage by the InsuredRisks always excepted unless the policy or policies of insurance effected bythe Lessor against them shall be rendered void or payment of the insurance moneysthereunder be refused in whole or in part by reason of or arising out of anyact, omission, neglect or default by the Lessee or any subtenant or otherperson under the control of the Lessee or any subtenant) to keep the Premisesincluding all means of escape therefrom in case of fire or other emergency andConducting Media forming part of and serving the Premises in good andsubstantial repair and well and substantially amended, renewed and maintainedand in good decorative and clean condition with the glass therein cleaned bothinside and (unless the cost of the same is being met by the

 

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Lessee as part of the Service Charge) outside at leastonce every two months and (without prejudice to the generality of the foregoingobligations of the Lessee):

 

(a)                                  ina good and workmanlike manner and to the reasonable satisfaction of the Lessorin the fifth year of the Term and also in the last three months of the Term (howeverand whenever it may terminate) to paint with two coats of good quality paintall interior parts of the Premises which have previously been or ought to be paintedand grain varnish paper or otherwise suitably decorate or treat with good qualitymaterials as circumstances may require all parts of the interior of the Premiseswhich have previously been or ought to be so dealt with and in the case ofpainting in the last three months of the Term the Lessor shall have the rightto insist on a particular colour scheme being used; and

 

(b)                                 toenter into contracts for the periodic and regular inspection servicing and maintenanceof any lifts central heating air conditioning ventilation and hot water boilersapparatus and installations and sanitary and water apparatus situated withinand exclusively serving the Premises by contractors first approved in writingby the Lessor (such approval not to be unreasonably withheld) and thereafter toobserve and perform the Lessee’s obligations thereunder and produce to theLessor on demand from time to time (but not more than once in any period of 12months) such contracts and evidence that any payments due from the Lesseethereunder are fully up to date.

 

3.4**          Observe legislation**

 

To observe and performall requirements of any Act of Parliament, local Act or bylaw and noticesissued thereunder or by any public, local or other competent authority (whetheror not required of the Lessee himself) in any way affecting the Premises or anything in or any activity carried on persons resorting to or working or employedat the Premises or the use and occupation thereof within the time limited bylaw or the notice requiring the same (or if no time is so limited then within areasonable time) to the reasonable satisfaction of the Lessor and to indemnifyand keep the Lessor fully indemnified against all such requirements and allactions, proceedings, costs, claims, demands, expenses and liability whateverarising out of or in connection with non-observance or non-performance thereof.

 

3.5**          Yield up**

 

Quietly to surrender and yield up the Premises to theLessor or as the Lessor may direct at the end or sooner determination of theTerm in a state and condition in all respects in accordance with the covenantson the part of the Lessee herein contained and at the same time to hand over tothe Lessor all keys relating to the Premises and the original or a true copy ofthe Fire Certificate.

 

3.6**           Entry by Lessor**

 

(a)                                  Topermit the Lessor and others authorised by the Lessor after at least three days’prior written notice (except in an emergency when as much notice as reasonably practicableshall be given) to enter upon the Premises to view and inspect the Premises andascertain how the same are being used and occupied and the state and conditionthereof and to take schedules of all landlord’s fixtures and fittings and toestimate the current value of the Premises for insurance, mortgage or otherpurposes.

 

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(b)                                 Wheneveron any such inspection anything is found which constitutes a breach,non-performance or non-observance of the covenants on the part of the Lessee hereincontained and of which the Lessor gives notice to the Lessee to commence toremedy and make good the same within one month of the date of such notice (orsooner if necessary) and thereafter proceed diligently with the requisite worksbut if the Lessee shall fail so to do to permit the Lessor if it so desires(although the Lessor shall be under no obligation so to do) without prejudiceto the Lessor’s right of re-entry hereinafter contained or any other right orremedy of the Lessor to enter upon the Premises with contractors, workmen andothers and all necessary equipment, tools and materials and to execute orcomplete such works and to pay to the Lessor on written demand either during oron completion of such works as the Lessor may require the costs and expensesthereby properly incurred by the Lessor together with all solicitors’,surveyors’ and other professional fees and expenses properly incurred by theLessor in relation to such works.

 

3.7          **Entry by adjoining owners**

 

To permit the Lessor andothers authorised by the Lessor and the tenants, owners or occupiers from timeto time of any Other Lettable Unit and their respective agents and contractorsto enter upon the Premises with workmen and others and all reasonably necessaryequipment, tools and materials after at least three days’ prior notice (exceptin an emergency when as much notice as reasonably practicable shall be given)in order to carry out repairs, alterations, additions, decorations or any otherworks to or of any Other Lettable Unit which cannot reasonably be carried outwithout entry on to the Premises PROVIDED ALWAYS that the persons so enteringshall cause thereby as little inconvenience as possible to the Lessee or otheroccupiers of the Premises and shall forthwith make good all damage therebycaused to the Premises to the reasonable satisfaction of the Tenant.

 

3.8          **Costs of default**

 

To pay all proper costs,charges and expenses (including solicitors’ costs and bailiffs’, architects’and surveyors’ fees) reasonably payable by the Lessor for the purposes of andincidental to the preparation, service and enforcement (whether by proceedingsor otherwise) of:

 

(a)                                  anynotice under section 146 or 147 Law of Property Act 1925 requiring the Lesseeto remedy a breach of any of the Lessee’s obligations hereunder notwithstandingforfeiture for any such breach shall be avoided otherwise than by reliefgranted by the Court;

 

(b)                                 anynotice to repair or schedule of dilapidations accrued at or prior to theend or sooner determination of the Term served during the Term or within sixmonths after the end or sooner determination of the Term;

 

(c)                                  thepayment of any arrears in the rents hereby reserved;

 

and in default ofpayment all such sums shall be recoverable as rent in arrears.

 

3.9           **User**

 

(a)                                  ThePremises shall be kept used and occupied only as high-class business commercialor professional offices (but not as diplomatic offices or as a betting officeor bookmaker’s office) and not in any other manner or for any other purpose orfor any immoral or unlawful purpose or for any sale by auction PROVIDED

 

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ALWAYS and it is herebyagreed and acknowledged by the Lessee that notwithstanding the foregoing provisionsas to user the Lessor does not thereby make or give and has not at any timemade or given to the Lessee or to any person on behalf of the Lessee anyrepresentation or warranty that such use or any other use of the Premises is ormay become or remain the permitted use thereof under the Planning Acts and thatnotwithstanding such use may not now or at any time hereafter be such permitteduse as aforesaid the Lessee shall not be entitled to any relief or compensationwhatsoever in respect thereof from the Lessor.

 

(b)                                 Neitherthe Lessee nor any subtenant nor any person under the control of the Lessee orany subtenant shall knowingly overload any floor of or lift in or serving thePremises or pass or leave anything of a harmful nature through or in the basinsor water-closets of or any Conducting Media in or serving the Premises (whetherexclusively or jointly with other premises) or do anything at the Premiseswhich shall be or may become a nuisance (whether indictable or not) or whichshall cause any damage or disturbance to the Lessor or the owners, tenants oroccupiers from time to time of any Other Lettable Unit.

 

3.10         **Alterations**

 

(a)                                  Saveand except in order to comply with any of the Lessee’s obligations hereunderthere shall be no reconstruction or rebuilding or carrying out of any structuralalterations, additions or other works of or to the Premises nor any cutting,maiming or injuring of the main walls, joists, beams or timbers of or to the Premisesnor any erecting of any new buildings or erections thereon.

 

(b)                                 Saveand except as aforesaid any non-structural alteration, addition or other worksof or to the Premises shall be carried out only after there has first been obtainedthe written consent thereto of the Lessor (such consent not to be unreasonablywithheld or delayed) and all necessary approvals, consents, licences, permitsor permissions of any competent authority, body or person therefor and thenonly strictly in accordance with the terms and conditions thereof and suchdrawings and specifications of the relevant alteration, addition or other worksas the Lessor shall reasonably require and previously have approved in writingsave that the Lessee may without the consent of the Lessor erect remove oralter non-structural demountable partitioning having previously given detailsto the Lessor.

 

(c)                                  Topermit the Lessor and others authorised by the Lessor to enter upon the Premisesat reasonable hours during the daytime and on reasonable prior notice for thepurpose of seeing that all alterations, additions or other works thereto are beingor have been carried out in all respects in conformity with this clause and immediatelyupon being required to do so to remove any alteration, addition or other worksof or to the Premises which do not so conform or in respect of which any suchapprovals, consents, licences, permits or permissions of the competent authority,body or person has been withdrawn or has lapsed and thereupon make good alldamage thereby caused to the premises and restore and reinstate all parts ofthe Premises affected thereby to the reasonable satisfaction of the Lessor.

 

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3.11         **Signage**

 

No fascia, sign, nameplate, bill, notice, placard, advertisement or similar device shall be affixedto or displayed in or on any part of the Premises so as to be visible from theexterior thereof save such as indicate the name of any occupier for the timebeing and his business and as have (with the size and positioning thereof) beenpreviously approved by the Lessor in writing (such approval not to beunreasonably withheld or delayed).

 

3.12         **Aerials, etc**

 

No television or wirelessor other form of mast or aerial nor any flagpole shall be affixed to any partof the exterior of the Premises save such as have (with the positioningthereof) been previously approved by the Lessor in writing.

 

3.13         **Planning Acts**

 

(a)                                  Withoutprejudice to the generality of clause 3.4 hereof to fully observe and performall the requirements of the Planning Acts in respect of the Premises or the usethereof and all the requirements of any approval, consent, licence, permit or permissiongranted thereunder which remain lawfully enforceable and affect the Premisesand to Indemnify and keep the Lessor fully indemnified from and against allactions, proceedings, costs, claims, demands, expenses and liability whatsoeverarising out of or in connection with any non-observance or non- performancethereof by the Tenant.

 

(b)                                 Noapplication shall be made for any approval, consent, licence, permit, permission,certificate or determination under the Planning Acts in respect of the Premiseswithout the prior written consent of the Lessor.

 

(c)                                  Unlessthe Lessor shall otherwise direct in writing to carry out to the reasonable satisfactionof the Lessor during the Term (however and whenever it may terminate) all worksto the Premises which as a condition of any such approval, consent, licence,permit or permission obtained by or on behalf of the Lessee or any subtenantare required to be carried out at the Premises by a date after the Term(however and whenever it may terminate).

 

3.14         **Statutory Notices**

 

To give the Lessor a copyof every notice of whatsoever nature affecting or likely to affect the Premisesmade given or issued by or on behalf of the local planning authority or anyother authority, body or person having lawful jurisdiction within seven days ofIts receipt by the Lessee or any subtenant and to produce the original thereofto the Lessor on written request and to take all reasonable and necessary stepsto comply with every such notice And if reasonably required in writing by or ohbehalf of the Lessor to make or join with the Lessor and any other persons forthe time being interested in the Premises or any adjoining or neighbouring premisesaffected thereby in making such objections or representations against or inrespect of any such notice as aforesaid as the Lessor may reasonably require.

 

3.15         **Insurer’s requirements**

 

(a)                                  Nothingof a noxious, dangerous, explosive or inflammable nature shall knowingly bestored, placed or kept or remain on the Premises nor shall any other thing bedone in or about the Premises which does or may invalidate or render void orvoidable or cause any increased premium to be payable for any policy of insurancemaintained by the Lessor in respect of the Premises or any adjoining or

 

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neighbouring premises(provided always that the contents of such policy of insurance have beendisclosed to the Lessee).

 

(b)                                 Torepay to the Lessor upon written demand as part of the Insurance Rent an amountequal to any such increased premium as may become so payable.

 

(c)                                  Ifthe Premises or any other premises shall be destroyed or damaged as a result ofany matter referred to in subclause (a) hereof or as a result of any act,omission, neglect or default by or on the part of the Lessee or any subtenantor any person under the control of the Lessee or any subtenant whereby anypolicy of insurance maintained by the Lessor is rendered void or payment of theinsurance money thereunder is refused in whole or in part to pay to the Lessoron written demand or otherwise make good to the Lessor all loss, damage andexpense thereby incurred and to indemnify the Lessor against all actions, proceedings,costs, claims, demands and liability whatsoever resulting therefrom or arisingthereout including the cost of rebuilding, reinstating, replacing and makinggood.

 

3.16        **To Let board**

 

To permit the Lessorduring the period of six months immediately preceding the end or soonerdetermination of the Term (and at any time during the Term in the event of anyproposed disposal by the Lessor of its interest in the Premises) to affix andretain on any part of the Premises (but not so as thereby materially to interferewith any trade or business carried on thereat or with reasonable access oflight and air thereto) notices and boards of reasonable dimensions relating toany proposed disposal by the Lessor of its interest in the Premises or for relatingor otherwise dealing with the same and to permit all persons with writtenauthority from the Lessor or the Lessor’s agents to inspect and view thePremises at reasonable times of the day by previous appointment.

 

3.17         **Prohibited alienation**

 

The Lessee shall notassign, transfer, underlet, part with or share possession or occupation,mortgage or charge any part (as opposed to the whole) of the Premises nor(without prejudice to clauses 3.18 and 3.19) part with or share possession oroccupation of the whole of the Premises (which is hereby expressly prohibited)and the Lessee shall not permit or suffer any such dealing as aforesaid.

 

3.18         **Assignment**

 

(a)                                  Notto assign the whole of the Premises without the prior written consent of the Lessor(such consent not to be unreasonably withheld or delayed) provided that theLessor shall be entitled:

 

(i)            to withhold its consent in any ofthe circumstances set out in subclause (c);

 

(ii)           to impose all or any of the mattersset out in subclause (d) as a condition of its consent.

 

(b)                                 Theprovisos to subclause (a) shall operate without prejudice to the right ofthe Lessor to withhold such consent on any other ground or grounds where such withholdingof consent would be reasonable or to impose any further condition or conditionsupon the grant of consent where the imposition of such condition or conditionswould be reasonable.

 

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(c)                                  Thecircumstances referred to in subclause (a)(i) are as follows:

 

(i)                                     wherein the reasonable opinion of the Lessor the value of the Lessor's reversion tothe Premises would be diminished or otherwise adversely affected by theproposed assignment on the assumption (whether or not a fact) that the Landlordwished to sell its reversion the day following completion of the assignment ofthis Lease to the proposed assignee;

 

(ii)                                  wherethe assignee is an associated company of the Lessee;

 

(iii)                               wherein the reasonable opinion of the Lessor the assignee is not of sufficientfinancial standing to enable it to comply with the tenant's covenants in theLease;

 

(iv)                              wherethe assignee enjoys diplomatic or state immunity;

 

(v)                                 wherethe assignee is not resident in England and Wales.

 

(d)                                 Theconditions referred to in subclause (a)(ii) are as follows:

 

(i)                                     theexecution and delivery to the Lessor prior to the assignment in question of adeed of guarantee (being an Authorised Guarantee Agreement);

 

(ii)                                  thepayment to the Lessor of all rents and other sums which have fallen due underthe Lease prior to the date of assignment;

 

(iii)                               thegiving of any requisite consent of any superior landlord or mortgagee and thefulfilment of any lawful condition of such consent;

 

(iv)                              ifreasonably required by the Lessor the execution and delivery to the Lessorprior to the assignment of a rent deposit deed in such form as the Lessor shallreasonably require together with the payment by way of cleared funds of the sumspecified in the rent deposit deed;

 

(v)                                 theexecution and delivery to the Lessor of a deed of guarantee entered into by oneor more third party guarantors reasonably acceptable to the Lessorincorporating the provisions of Schedule 5.

 

3.19**        Subletting**

 

(a)                                  TheLessee may subject as provided in subclauses (b), (c) and (e) hereofsublet the whole of the Premises.

 

(b)                                 TheLessee shall not sublet the Premises or agree to sublet the Premises otherwisethan at the rent then reasonably obtainable therefor with vacant possession onthe open market without fine or premium with provision for upwards only reviewof such rent as at each Review Date (as defined in clause 6.1(a) hereof) whichshall occur during the term of the relevant underlease in like manner (mutatismutandis) as provided in clause 6 hereof PROVIDED THAT AND IT IS HEREBY AGREED thatevery permitted underlease (whether mediate or immediate) of the whole of thePremises shall (so far as applicable) contain covenants by the sublessee in thesame form as those contained in clauses 3.17, 3.18 and 3.19.

 

(c)                                  Beforeor at the same time as any underletting of the whole of the Premises shall beeffected the proposed underlessee thereof shall enter into direct covenants

 

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with the Lessor in suchform as the Lessor shall require to observe and perform all the covenants andagreements on the part of the Lessee and the stipulations and conditions hereincontained (other than the payment of the Rent, Insurance Rent and the ServiceCharge) during the term of the underlease.

 

(d)                                 ThePremises shall not at any time be in the occupation of more than two persons (ofwhich the Lessee whilst in occupation shall count as****one).

 

(e)                                  Subjectand without prejudice to the foregoing provisions of this clause there shall beno underletting of the whole of the Premises without the prior written consentof the Lessor thereto (such consent not to be unreasonably withheld ordelayed).

 

3.20**        Registration of dealings**

 

Within 21 days of everyassignment or transfer (whether by deed, will or otherwise) and every mortgageor charge and every permitted underletting of the Premises and upon every otherdisposition or transmission or devolution of the Premises (including all Ordersof Court, Probates and Letters of Administration) notice thereof shall be givento the Lessor’s solicitors stating the date and short particulars thereof andthe names and addresses of every party thereto and at the same time the deed,document or instrument creating or evidencing the same shall be produced to theLessor’s solicitors for registration (with a certified copy thereof forretention by the Lessor) and such solicitors’ fee of £30 for such registrationshall be paid by the Lessee.

 

3.21**         Encroachments**

 

(a)                                  Neitherthe Lessee nor any subtenant shall knowingly effect, authorise or permit anyencroachment upon or acquisition of any right, easement, quasi-right,quasi-easement or privilege adversely affecting the Premises or any closing or obstructionof the access of light or air to any windows or openings of the Premises norshall the Lessee or any subtenant give any acknowledgement to any third partythat the enjoyment of access of light or air thereto is by the consent of suchthird party or give any consideration to any third party or enter into any agreementwith any third party for the purpose of inducing or binding such third party toabstain from obstructing the access of light or air thereto.

 

(b)                                 Ifany such encroachment or acquisition or closing or obstruction shall be threatenedor attempted to give notice thereof to the Lessor as soon as reasonablypracticable after the same comes to the knowledge of the Lessee or of anysubtenant and upon request by and at the cost of the Lessor to take immediatesteps (in conjunction with the Lessor and other interested persons if theLessor shall so require) and to adopt all such lawful means and do all such lawfulthings as the Lessor may reasonably deem appropriate for preventing any suchencroachment or acquisition.

 

3.22**         To comply with regulations**

 

(a)                                  Toobserve and cause to be observed at all times all such lawful and reasonableregulations and directions imposed by the Lessor for the general runningorderliness and management of the Common Areas and any extension thereto andthe services thereof and for the regulation of vehicular traffic into from andwithin the same as already or from time to time hereafter notified in writingby the Lessor to the Lessee AND THIS SUB-CLAUSE shall

 

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be without prejudice tothe generality of any other provision contained in this Lease.

 

(b)                           Not tocause or to permit any undue noise in or about the Common Areas or the ParkingSpaces whether by the running of engines sounding of horns hooters or othersuch warning devices, or otherwise and not to carry out or permit to be carriedout any repairs to any vehicle whilst it is on the Common Areas or the ParkingSpaces.

 

(c)                            Exceptfor the reasonable and orderly parking of vehicles (but not lorry trailers trailerscaravans or unroadworthy vehicles) on the Parking Spaces the Lessee shall notdeposit or leave or permit to be deposited or left on any part of the exteriorof the Premises or in the vicinity thereof or (so far as may be within thecontrol of the Lessee or any subtenant) or on any part of the Common Areas anyrubbish refuse cases cartons pallets by-products or other chattels or effectsof any kind whatsoever and in the event of anything being deposited or left inbreach of this covenant the Lessee shall pay to the Lessor on demand allexpenses properly and reasonably incurred by the Lessor in connection with orarising out of such breach including the expense of removing storing and/ordisposing of anything so deposited or left (which the Lessor is herebyauthorised to do) and shall Indemnify the Lessor against any claims which maybe made by any third parties and against all other claims costs expenses andliability whatsoever which the Lessor may incur in connection with such removalstorage and/or disposal.

 

3.23**       Not to park or obstruct**

 

Not to park or permit tobe parked any vehicle in or otherwise to obstruct or permit to be obstructedthe Common Areas (other than areas on which the Lessee is permitted to parkunder the provisions of this Lease).

 

3.24**         Works to Parking Spaces**

 

If and so often as theLessor or its agents or contractors shall give not less than one week’s notice(save in emergency when as much notice as reasonably practicable shall begiven) to the Lessee of its or their Intention to repair resurface cleanse oramend the Parking Spaces to remove all vehicles and other things therefrom andto permit the Lessor or its agents or contractors to carry out any of the saidoperations without hindrance or obstruction Provided that the Lessor shall notbe entitled (save in emergencies) to require such removal during normal workinghours without first using all reasonable endeavours to provide suitable alternativecar parking facilities.

 

3.25**         Costs of applications**

 

To pay all proper costsand expenses (including surveyors’ fees and solicitors’ charges and alldisbursements) reasonably incurred or payable by the Lessor in respect of everyapplication to the Lessor for any consent or approval hereunder whether or notsuch consent or approval is granted or refused or the application for same iswithdrawn.

 

3.26         **Observe documents**

 

To observe and performthe agreements and covenants contained in the documents brief particulars ofwhich are set out in Schedule 3 hereto in so far as the same relate to the

 

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Premises and are stillsubsisting and capable of being enforced against the Premises or the owner,landlord, tenant or occupier thereof and to keep the Lessor throughout the Termfully indemnified against all actions, proceedings, costs, claims, demands,expenses and liability in any way relating thereto.

 

4.             **LESSOR’S COVENANTS**

 

The Lessor HEREBYCOVENANTS with the Lessee as follows:

 

4.1           **Insure**

 

(a)                                  Toinsure with an insurance office of repute and on reasonable commercial termsand (unless such insurance shall become void or payment of the insurance moneysshall be refused in whole or in part by reason of any act, omission, neglect ordefault by or on the part of the Lessee or any subtenant or other person underthe control of the Lessee or any subtenant) to keep insured and to pay allpremiums for insuring and keeping insured the Development in the fullrebuilding cost from time to time (whether or not with other premises) againstloss or damage by the Insured Risks together with insurance against:

 

(i)                                     architects’,surveyors’ and other professional advisers’ fees at the usual scales currentfor the time being and the cost of demolition and site clearance consequentupon rebuilding or reinstatement; and

 

(ii)                                  threeyears’ loss of the Rent and the Service Charge or loss of the Rent and theService Charge for such period as the Lessor shall in its absolute discretiondeem necessary for the rebuilding or reinstatement of the Development takinginto account any likely increases in such rents during such period.

 

(b)                                 (Unlessas aforesaid) to apply all such moneys (except moneys received in respect ofloss or damage of or to any Other Lettable Unit or fixtures and fittingstherein or thereon liability to third parties or loss of rent) as the Lessormay receive under or by virtue of such insurance in rebuilding or reinstatingthe Development or such parts thereof as may have been damaged or destroyed asexpeditiously as possible (subject always to the Lessor being able to obtainall such approvals, consents, licences, permits and permissions from competentauthorities and all such materials and labour as may be necessary for suchrebuilding and reinstatement).

 

4.2           **Quiet enjoyment**

 

That the Lessee payingthe Rent, the Insurance Rent, the Service Charge and all other moneys which maybecome payable hereunder by the Lessee and observing and performing the severalcovenants and agreements on the Lessee’s part and the conditions andstipulations herein contained shall and may (except and reserved and subjectnevertheless as is herein mentioned) peaceably hold and enjoy the Premisesduring the Term according to these presents without any lawful interruption bythe Lessor or any person lawfully claiming under or in trust for the Lessor orby title paramount.

 

4.3           **Provide services**

 

Unless prevented bystrikes, lockouts, unavailability of materials or labour or by any other matteroutside the control of the Lessor and so long as the Lessee shall pay theService

 

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Charge the Lessor shalluse its best endeavours to carry out the works and to provide the servicesreferred to in Schedule 4 Part B and Schedule 4 Part C hereto.

 

4.4**         Structure**

 

(a)                                  Tokeep in good and substantial repair and well and substantially renewed (in sofar as is necessary to effect the repair) and maintained and in good decorativeand clean condition the Structure and all external means of escape from theBuilding in case of fire or other emergency.

 

(b)                                 Ina good and workmanlike manner as and when required but not less frequently thanevery five years of the Term to redecorate or otherwise treat all externalparts of the Building which have previously been or ought to have beendecorated or treated with good quality materials.

 

5.**             PROVISOS**

 

PROVIDED ALWAYSAND IT IS HEREBY EXPRESSLY AGREED as follows:

 

5.1           **Interest on late payments**

 

(a)                                  Wheneverthe Rent or the Insurance Rent or the Service Charge (whether formally orlegally demanded or not) or any other moneys which may become payable hereunderby the Lessee to the Lessor or any part thereof shall remain unpaid afterbecoming due and payable then the amount thereof or the balance for the timebeing unpaid shall (without prejudice to the Lessor’s right of re-entryhereinafter contained or any other right or remedy of the Lessor) as from thedue date for payment thereof and until the same is duly paid bear and carryinterest thereon (as well after as before any judgment) at the rate of four percent per annum above the base rate for the time being of Barclays Bank PLC or(in the event of such rate ceasing to be published) at such equivalent rate asthe Lessor shall notify to the Lessee.

 

(b)                                 Inthe event of there being any breach by the Lessee of the covenants on its partherein contained and the Lessor having notified the Lessee in writing that byreason thereof the Rent or Insurance Rent or the Service Charge will not beaccepted for the time being then the amount thereof or the balance for the timebeing outstanding shall (without prejudice as aforesaid) as from the date ofthe notice served by the Lessor in respect of such breach or (if later) fromthe due date for payment thereof until the date on which payment thereof istendered by the Lessee following the remedying of the said breach bear andcarry interest thereon (as well after as before any judgment) at the aforesaidrate;

 

and the Lesseeaccordingly HEREBY COVENANTS with the Lessor that in every such case the Lesseewill pay such interest thereon to the Lessor in addition to the Rent andInsurance Rent and Service Charge and other moneys as aforesaid (as well afteras before any judgment) at the aforesaid rate and in default of payment suchinterest shall be recoverable as rent in arrears.

 

5.2           **Re-entry**

 

Without prejudice to anyother provisions contained in this Lease, if:

 

(a)                                  therents reserved by this Lease are unpaid for 21 days after becoming payable (whetherformally demanded or not);

 

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(b)                                 theLessee is in material breach of any of its obligations in this Lease;

 

(c)                                  theLessee (being a company) enters into liquidation whether compulsory orvoluntary (other than for the purpose of reconstruction or amalgamation notinvolving a realisation of assets) or a resolution is passed or a petition ispresented for such liquidation;

 

(d)                                 anadministrator is appointed in respect of the Lessee pursuant to the InsolvencyAct 1986 or the Insolvent Partnerships Order or application is made for suchadministration or notice is given under paragraph 15 or 26 of Schedule B1to the Insolvency Act 1986 (as amended);

 

(e)                                  areceiver is appointed in respect of the Lessee or any assets of the Lessee;

 

(f)                                    (wherethe Lessee comprises or includes one or more individuals) a bankruptcy order ismade against any such individual or a petition is presented for such bankruptcyorder;

 

(g)                                 theLessee becomes insolvent or unable to pay its debts within the meaning ofsection 123 Insolvency Act 1986 or makes a proposal for or enters into anycomposition with its or his creditors or makes a proposal for or enters into avoluntary arrangement (within the meaning of section 1 or section 253Insolvency Act 1986);

 

(h)                                 distress,sequestration or execution is levied on the Lessee’s goods;

 

(i)                                     anyof the above events occurs in relation to any Surety (excluding for thispurpose any person whose liability at the time of such event derives from anAuthorised Guarantee Agreement); or

 

(j)                                     anyevent analogous to any of the above events occurs in any jurisdiction otherthan England and Wales

 

then the Lessor may atany time re-enter the Premises or any part of the Premises in the name of thewhole and immediately this Lease shall terminate absolutely but withoutprejudice to any rights of the Lessor in respect of any breach of any of theobligations on the Lessee’s part in this Lease.

 

5.3          **Rent cesser**

 

(a)                                  Ifthe Premises or any material part thereof or the access thereto shall at anytime or times be destroyed or damaged by any of the Insured Risks so as to beunfit for occupation and use by the Lessee then and in every such case (unlessas provided in clause 4.1(a) hereof) the Rent, Service Charge or a fairand just proportion thereof according to the nature and extent of the damagesustained (as agreed between the Lessor and the Lessee in writing within onemonth of such destruction or damage) shall for a period of three years (or forsuch other period as the Lessor shall have insured under clause 4.1(a) hereof)from the date of such damage or destruction or (if earlier) until the 

 

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Premises have been rebuilt or reinstated and made fitfor occupation and use by the Tenant be suspended and cease to be payable andfailing such agreement or in case any dispute shall arise as to the amount ofsuch suspension and/or such period the same shall be determined by anindependent surveyor who shall:

 

(i)            bea chartered surveyor with at least ten years experience in the assessment ofrent for premises of a similar nature in the locality of the Premises;

 

(ii)           beappointed by the President or Vice President for the time being of the RoyalInstitution of Chartered Surveyors on the application of whichever of theLessor and the Lessee shall first so apply;

 

(iii)          actas an expert and not as an arbitrator;

 

(iv)          onhis appointment serve written notice thereof on the Lessor and the Lessee;

 

(v)           considerany written representations by or on behalf of the Lessor or the Lesseeconcerning such matter which are received by him within 28 days of such servicebut otherwise have an unfettered discretion to determine such matter;

 

(vi)          servenotice of such determination on the Lessor and the Lessee as soon as he hasmade it;

 

(vii)         bepaid his proper fee and expenses in connection with such determination by theLessor and the Lessee in equal shares or any such shares as he may determine;

 

and any suchdetermination shall be final and binding on the parties **Provided**that if and whenever any person so appointed shall die, be adjudged bankrupt orbecome of unsound mind or if both the Lessor and the Lessee shall serve uponsuch person written notice that in their opinion he has unreasonably delayedmaking such determination such person shall ipso facto be discharged and beentitled only to his reasonable expenses prior to such discharge and anothersuch independent surveyor shall be appointed to act in his place as aforesaid.

 

(b)           Ifthe Premises have not been rebuilt or reinstated within three years of the dateof such damage or destruction either party shall be entitled to determine thisLease by serving notice on the other in that regard following which this Leaseshall immediately determine but without prejudice to either party’s rights inrespect of any previous breach of its obligations hereunder.

 

5.4           **Statutory compensation**

 

The Lessee shall not beentitled on quitting the Premises to any compensation under section 37Landlord and Tenant Act 1954 (as amended).

 

5.5           **Data Protection Act 1998**

 

For the purposes of theData Protection Act 1998 or otherwise the Lessee and the Surety (if any)acknowledge that information relating to this tenancy will be held on computerand other filing systems by the Lessor or the Lessor’s managing agent (if any)for the purposes of general administration and/or enforcement of this Lease andagree to such information being used for such purposes and being disclosed tothird parties so far only as is necessary in connection with the management ofthe Lessor’s interest in, the insurance and/or maintenance of the Premises,checking the credit-worthiness of the Lessee and the Surety, or the disposal orsub-letting of the Premises or the Development

 

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of which the Premisesform part, or is necessary to conform with recognised industry practice in themanagement and letting of property.

 

6.             **RENT REVIEW**

 

IT IS ALSO HEREBYEXPRESSLY AGREED AND DECLARED between the parties hereto as follows:

 

6.1           Inthis clause:

 

(a)           the“Review Date” means and includes 29 September 2009;

 

(b)           the“Market Rack Rent” means the full annual rack rent exclusive of all outgoingsat which the Premises might reasonably be expected to be let as a whole asbetween a willing lessor and a willing lessee in the open market for a termequal to the residue of the Term at the Review Date without payment of any fineor premium upon the terms and subject to covenants, agreements, stipulationsand conditions similar to those herein contained (except as to the Term and theamount of the Rent but including similar provisions for review thereof) butupon the assumption that:

 

(i)            theLessee has complied with all of the covenants on the part of the Lessee in thisLease contained;

 

(ii)           thePremises are available to be let with vacant possession (but such assumptionshall not give rise to any discount or abatement of the Market Rack Rent toallow for any discount or rent free period which a willing lessor would ormight grant or allow a willing lessee upon or as a term of the grant andacceptance of such letting);

 

(iii)          thePremises are fit and ready for immediate occupation and for any use permittedby this Lease and by any licence or consent granted by the Lessor prior to therelevant Review Date at the request of the Lessee or any permitted undertenantor any predecessor in title of them or either of them respectively;

 

(iv)          Incase the Premises have been destroyed or damaged they have been fully restored;

 

(v)           allValue Added Tax payable by the Lessee under the provisions of this Lease isrecoverable by the Lessee in full;

 

and disregarding(if appropriate):

 

(1)           anyeffect on rent of the fact that the Lessee or any permitted undertenant ortheir respective predecessors in title or any other permitted occupier has beenor is in occupation of the whole or any part of the Premises;

 

(2)           anygoodwill attached to the Premises by reason of the carrying on at the Premisesof the business of the Lessee or any permitted undertenant or other permittedoccupier;

 

(3)           anypermitted improvement to the Premises carried out by and at the expense of theLessee or any permitted undertenant or any predecessor in title of them oreither of them respectively otherwise

 

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than in pursuance of anobligation to the Lessor and being such an improvement completed after the datehereof but not more than 21 years before the relevant Review Date;

 

(4)           anyworks of demolition, construction, alteration or additional carried out orbeing carried out on the Premises (otherwise than by and at the instance of theLessor or in pursuance of an obligation to the Lessor) which diminish therental value of the Premises at the relevant Review Date;

 

(5)           anyrestraint or restriction on the right to recover or increase rent imposed by orby virtue of any Act of Parliament;

 

(6)           anyeffect on the rental value of the Premises due to the fact (if such be a fact)that as at the Review Date the other tenants in occupation of the remainder ofthe Development or any part thereof comprise any two or more of the following:

 

(A)          IpswichBorough Council;

 

(B)           SuffolkCollege or a successor university;

 

(C)           Ipsenta;

 

(D)          SuffolkTec;

 

(E)           SuffolkChamber of Commerce;

 

(F)           BusinessLink;

 

(7)           therent on a permitted Subletting if less than the best rent reasonablyobtainable.

 

6.2         Asat each Review Date there shall be a review of the Rent and the Lessor and the Lesseeshall seek to agree the Market Rack Rent but failing written agreement between theparties the Lessor or the Lessee may at any time not more than two months priorto the relevant Review Date refer the determination of the Market Rack Rent toan independent surveyor (being such a person as is mentioned in clause 5.3(a)(i) hereofand who shall be appointed as mentioned in clause 5.3(a)(i) hereof) actingas an arbitrator (in which case the Arbitration Act 1996 shall apply) or (ifthe Lessor and the Lessee shall so agree) such independent surveyor shall actas an expert and not as an arbitrator.

 

6.3         Ifthe determination of the Market Rack Rent shall be referred to an expert inaccordance with the previous clause then clause 5.3(a)(iii), 5.3(a)(iv), 5.3(a)(v) and5.3(a)(vi) shall also apply and such expert shall give notice in writingof his decision within two months of his appointment or within such extendedperiod as the parties may agree.

 

6.4         TheRent payable hereunder as from such Review Date (the **“ReviewedRent”**) until next increased on a subsequent Review Date or the end orsooner determination of the Term (as the case may be) shall be the greater ofthe Rent payable hereunder immediately and the prior to the relevant ReviewDate (the **“Current Rent”**) and the Market RackRent agreed or determined in accordance with clause 6.2 hereof.

 

6.5         Ifthe Reviewed Rent shall not be ascertained by the Review Date then until it hasbeen ascertained the Lessee shall continue to pay on account Rent at the rateof the Current Rent until the quarter day after it has been ascertained onwhich quarter day the Lessee

 

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shall pay the Lessor an additional sum equal to theexcess (if any) of Rent at the rate of the Reviewed Rent over Rent at the rateof the Current Rent for the period from the Review Date to such quarter dayplus interest on such additional sum from the date on which each instalmentthereof would have been due during the said period if the Reviewed Rent hadthen been ascertained such interest being chargeable at the base rate for thetime being of Barclays Bank PLC or (in the event of such rate ceasing to bepublished) at such equivalent rate as the Lessor shall notify to the Lessee.

 

6.6         AMemorandum of the Market Rack Rent shall be entered into between the parties insuch terms as the Lessor shall reasonably require.

 

7.           **LESSEE’S OPTION TO DETERMINE**

 

7.1         TheLessee may end this Lease on 29 September 2009 by giving at least six months’written notice expiring on that day provided that at the time of expiry of suchnotice:

 

(a)          thereare no arrears of any rents reserved by or any other sums payable under thisLease (save as to any Service Charge Arrears which are already the subject of adispute prior to the date of service of the notice to terminate); and;

 

(b)         thereis no other material outstanding breach of any Lessee’s covenant; and

 

(c)          vacantpossession of the Premises is given.

 

7.2         Ifany of the conditions referred to in (a), (b) or (c) above are not satisfied atthe date of expiry of such notice the notice is deemed to be of no effect andthis Lease shall continue as before, provided that the Lessor may waive all orany of the said conditions by giving notice to the Lessee at any time.

 

7.3         Theending of this Lease shall not affect either party’s rights in respect of anyearlier breach of any provision of this Lease.

 

7.4         Onthe date on which this Lease ends pursuant to this clause, the Lessee shallhand over to the Lessor the original Lease and all other title deeds anddocuments relating to the Premises, and shall execute such document as theLessor shall reasonably require in order to cancel any entry or title at theLand Registry.

 

7.5         Theprovisions contained in this clause are personal to and exercisable only byVidus Limited.  They are not capable ofbeing assigned or otherwise dealt with by Vidus Limited and shall cease to haveeffect upon the date of the first transfer or deed of assignment of this Leasebetween Vidus Limited and its assignee irrespective of whether such transfer orassignment is notified to the Lessor or submitted for registration at the LandRegistry.

 

7.6         Nothingin this clause shall have the effect of making time of the essence for thepurposes of the review of rent under this Lease.

 

8.           **NOTICES**

 

This Lease shallincorporate the provisions as to notices contained in section 196 Law ofProperty Act 1925 as amended by the Recorded Delivery Service Act 1962 andevery notice required to be given hereunder shall be in writing.

 

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9.           **VAT**

 

9.1         Allrents and other sums payable by the Lessee hereunder which are for the timebeing subject to VAT shall be considered to be tax exclusive sums and the VATat the appropriate rate for the time being shall be payable by the Lessee inaddition thereto.

 

9.2         TheLessee shall indemnify and keep indemnified the Lessor against any VAT paid orpayable by the Lessor in respect of any costs, fees, disbursements, expenses orother sums which the Lessor in entitled to recover under the terms of thisLease.

 

10.         **SURETY,S COVENANTS**

 

The Surety (if any)hereby covenants with the Lessor in the terms of Schedule 5.

 

11.         **LANDLORD AND TENANT (COVENANTS) ACT 1995**

 

This Lease is a newtenancy within the meaning of section 1 Landlord and Tenant (Covenants) Act1995.

 

12.         **DELIVERY AS A DEED**

 

This document shall betreated as having been executed as a deed only upon being dated.

 

13.           **RIGHTS OF THIRD PARTIES**

 

No person other than acontracting party may enforce any provision of this Lease by virtue of theContracts (Rights of Third Parties) Act 1999.

 

14.           **RIGHTS GRANTED BY THE ADJOINING OWNER**

 

The Adjoining Ownerhereby grants to the Lessee for the benefit of the Premises during the Term therights set out in Schedule 1 hereto insofar as such rights affect the AdjoiningOwner’s Land.

 

**IN WITNESS** whereof the partieshereto have executed this deed the day and year first before written.

 

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**SCHEDULE 1**

 

**Rightsgranted**

 

1.**            ****Support**

 

Theright of support and protection by such parts of the Premises as require thesame from any other part of the Development capable of providing such supportand protection.

 

2.**            ****Passage of Conducting Media**

 

Theright to the free and uninterrupted passage of services through the ConductingMedia (in common with the Lessor and tenants of the Other Lettable Units and allother persons entitled thereto) through the appropriate conduits laid in orover under or through any other parts of the Development or other contiguous oradjacent land and premises of the Lessor.

 

3.**            ****Use of the Common Areas**

 

Subjectto the rights reserved in paragraph 7 of Schedule 2 the right for theLessee and all persons authorised by it (in common with the Lessor and tenantsof Other Lettable Units and all other persons similarly entitled or authorised)during the Term or until the same or any part or parts thereof shall hereafterbe dedicated as public highways to pass and re-pass with or without vehicleswhere appropriate over and use the Common Parts and the Common Areas (with theexception of any car parking spaces over which exclusive rights have beengranted to any other lessee) and any other areas which the lessees of theDevelopment are entitled to use for the purpose for which each part isdesignated by the Lessor from time to time.

 

4.**            ****Fire escapes**

 

Theright (in common as aforesaid) in case of emergency only to use or pass alongsuch means of escape across fire escapes (if any) provided over the OtherLettable Units or otherwise within the Development.

 

5.**            ****Car Parking Spaces**

 

Theexclusive right to park roadworthy vehicles (other than lorry trailers orcaravans) on the Parking Spaces for all purposes connected with the Lessee’s orany subtenant’s lawful user of the Premises.

 

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**SCHEDULE 2**

** **

**Rights reserved**

 

1.             **Support**

 

Theright of support and protection by such parts of the Premises capable ofproviding the same for such other parts of the Development or any adjoiningpremises as require such support and protection. 

 

2.             **Passage of Conducting Media**

 

Theright to the uninterrupted passage of services through the Conducting Mediathrough the conduits for the time being belonging to or running in over underor through the Premises or any land and premises over which the Lessee ishereby granted any access rights.

 

3.             **Right****to****alter the Conducting Media**

 

Theright upon reasonable prior notice (save in**emergencywhen as much notice as reasonably practicable shall be given) to makeconnections with any or all of the Conducting Media and to enter upon thePremises or any land and premises over which the Lessee is hereby granted anyaccess rights at all reasonable times for the purpose of making connectionswith maintaining repairing cleansing and inspecting the Conducting Mediacausing as little disturbance as possible and promptly making good any damagethereby occasioned to the Premises to the reasonable satisfaction of theLessee.

 

4.             **Right to alter Development**

 

The right at any time uponreasonable prior notice to build on alter add to extend or re-develop any other part of the Developmentof any adjoining premises of the Lessor in such manner as it shall think fit notwithstanding any interferencewith the access of light or air to the Premises and the right to undermineunderpin and shore up the Premises or any part thereof the Lessor causing aslittle disturbance as possible and promptly making good (to the reasonablesatisfaction of the Lessee) any damage caused to the Premises by suchundermining underpinning or shoring up Provided Always that the Lessee’s useand enjoyment of the Premises shall not be materially affected by such works).

 

5.            **Right to build into PartyStructures**

 

Theright at all times upon reasonable notice (or in emergency with as much noticeas is reasonably practicable) for the Lessor to enter upon the Premises inorder to build on or into alter remove or replace any Party Structure causingas little disturbance as possible and promptly making good all damage caused tothe Premises in the exercise of this right.

 

6.             **Fire escapes**

 

Rights(in cases of emergency) to use or pass along fire escapes (if any) crossing adjoiningor forming part of the Premises.

 

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**7.****             Controlof Common Areas**

 

The right to regulate andcontrol the use of the Common Areas and in particular (but without prejudice tothe generality of the foregoing) to: 

 

 

(a)           make reasonableregulations for the control regulation and limitation of traffic thereon or onany part thereof and to erect such signs as may be appropriate;

 

(b)           vary alter change theuse of close or control access to the whole or any part thereof (provided thatthe Lessor shall where appropriate provide reasonable alternative access and/orfacilities); and

 

(c)           upon not less thanseven days’ prior notice (save in emergency) close temporarily for works ofrepair or any other reasonable purpose any part or parts of the Common Areassuch works to be carried out in such manner as to cause as little inconvenienceas reasonably may be to the Tenant.

 

PROVIDED THAT the Lessee’s use and enjoyment of thePremises and the Common Lovells Areas shall not be materially affected thereby.

 

8.             The rights andliberties of entry upon the Premises mentioned in the covenants by the Lessee hereincontained.

 

9.             The right onreasonable notice (except in emergency when as much notice as reasonably practicableshall be given) to enter into and upon the Premises with or without workmen andequipment for the purposes of carrying out the maintenance repair repainting cleansingand renewal of any adjoining or neighboring premises causing as little disturbanceas possible and promptly making good all damage caused to the Premises in theexercise of this right.

 

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**SCHEDULE****3**

**Documents to be observed**

 

Covenants not to carry on malting or operations associated with maltingcontained in two conveyances both dated 6 August 1982 and made betweenPaul & Sanders Ltd (1) Paul & Whites Plc (2) TheFranciscan Investment Trust Ltd (3) and the other made between Paul &Sanders Ltd (1) Paul & Whites Plc (2) The Carthusian TrustLtd (3).

 

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**SCHEDULE 4**

** **

**Service Charge**

** **

**Part A**

 

1.             Theservice charge hereinafter referred to a sum (the “**ServiceCharge**”) equal to a just proportion fairly attributable to thePremises as conclusively determined (save in the case of manifest error) by theLessor’s Surveyor of the costs, expenses and outgoings from time to timeproperly incurred or to be properly incurred by the Lessor in respect of theworks, matters and things specified in Part B of this Schedule (the “**Estate Charge**”) and in Part C of this Schedule (the“**Building Change**”) as to each year (the “**Accounting Period**”) commencing on 28 September failingwholly or partly within the Term PROVIDED THAT the Lessor may vary theAccounting Period at its sole discretion at any time during the Term.

 

2.             Subjectto paragraph 4 of this Part of this Schedule:

 

2.1           theLessor’s auditors, accountants or surveyors (as the Lessor shall from time totime nominate) acting as experts and not as arbitrator shall prior to eachAccounting Period prepare and supply the Lessee with a copy of an estimate (the“**Interim****Charge**”)of the Service Charge payable for that Accounting Period;

 

2.2           theLessee shall pay the Interim Charge by equal quarterly payments in advance onthe usual quarter days in that Accounting Period and so in proportion for anybroken period;

 

2.3           assoon after the expiry of that Accounting Period as is reasonably practicablethe Lessor’s auditors or accountants or surveyors (as so nominated) acting asexperts and not as arbitrators shall ascertain and certify by a signedcertificate (the “Certificate”) the Service Charge in respect of thatAccounting Period and a copy of the Certificate shall be served by the Lessoron the Lessee.

 

2.4           ifthe Service Charge as so certified exceeds or falls short of the Interim Chargethen immediately upon service of such copy the excess shall become due(together with any arrears of the Interim Charge) and shall be paid withinseven days to the Lessor by the Lessee or the shortfall shall be credited tothe Lessee by the Lessor for the succeeding Accounting Period (as the case mayrequire) Provided Always that at the end of the Term (howsoever determined),such shortfall shall be refunded to the Lessee.

 

3.             TheCertificate shall contain a summary of the said costs, expenses and outgoingsactually incurred by the Lessor during the Accounting Period together with theprovision referred to in paragraph 9 of Part B of and paragraph 9 of Part Cthis Schedule and shall be conclusive evidence for the purposes hereof ofthe matters which it purports to certify and shall be binding upon the Lessorand the Lessee (save in the case of manifest error) who shall not be entitledto dispute or question the amount of the said costs expenses and outgoingswhether or not such costs, expenses and outgoings could have been incurred morecheaply than actually incurred by the Lessor.

 

4.             Notwithstanding theforegoing provisions of this Part of this Schedule:

 

4.1           thefirst payment of the Interim Charge in respect of the Accounting Periodcommencing on 29 September 2004 shall be at the rate of £13,360 per annumof which the first proportion from 29 September 2004 to the next quarterday hereafter shall be paid on or before the date hereof;

 

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4.2           ifand whenever Interim Charge shall not be prepared and a copy thereof suppliedto the Lessee as required by paragraph 2.1 of this Part of this Schedule theInterim Charge may be so prepared and a copy thereof so supplied at any timeafter the commencement of the relevant Accounting Period whereupon the Lesseeshall pay to the Lessor a sum equal to the sum or sums which would have been sopayable had the Interim Charge been prepared and a copy thereof supplied asrequired by the said paragraph.

 

5.             Anydetermination by an expert referred to in this Part of this Schedule shallbe final and binding on the parties (save in the case of manifest error).

 

6.             TheLessor shall not be concerned in the administration and collection of oraccounting for the Service Charge on an assignment of this Lease and accordinglythe Lessor shall:

 

6.1           notbe required to make any apportionment relative to the assignment; and

 

6.2           beentitled to deal exclusively with the Lessee in whom this Lease is for the timebeing vested (and for this purpose in disregard of any assignment which has notbeen registered in accordance with clause 3.20).

 

7.             Anycosts incurred by the Lessor in complying withits obligations in clauses 4.1 and 4.4 of this Lease shall be excluded from theService Charge together with any costs incurred by the Lessor in complying withsimilar obligations in respect of the Other Buildings.

 

8.             The Lessor shall use all reasonableendeavours to consult with the Lessee and other lessees of the Development inrelation to any significant expenditure with regard to the provision of theservices referred to in Part B of this Schedule and with the Lesseeand other lessees of the Building in relation to any significant expenditurewith regard to the provision of the services referred to in Part C of thisSchedule or in relation to any proposed material change in the nature orextent of the services to be provided.

 

9.             In calculating the Service Charge the Lessormust itself pay or otherwise accept responsibility for the proportion of costsand expenses attributable to any Other Lettable Units that are not let or thatare occupied by the Lessor for so long as they are unlet or so occupied or thatare let on terms that do not provide for the Lessee to pay the appropriate proportionattributable to such Other Lettable Unit.

 

10.           Notwithstanding the provisions of paragraph 3 above the Lessor shall uponreasonable request provide the Lessee and its agents access to and the facilityto make copies of the books records and other documents relating to thecalculation of the Service Charge the reasonable and proper cost of affordingsuch access and copies to be borne by the Lessee unless material errors arediscovered in the computation of the Service Charge in which case thereasonable and proper costs will be borne by the Lessor.

 

**Part B**

**Estate Charge**

 

1.             All reasonable and proper costs and expensesin respect of the following matters:

 

1.1           maintaining repairing resurfacing cleansing and marking out the ParkingSpaces and other parts of the Common Areas designated as car parking spaces includingwithout

 

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prejudiceto the generality of the foregoing all costs and expenses incurred in providing suitable alternative car parking facilities whilst such worksare being carried out;

 

1.2           provision maintenance repair decoration and renewal of any refuse hutsbins and paladins and compactors for refuse disposal; and disposing of andarranging for refuse disposal from the Common Areas;

 

1.3           inspecting maintaining repairing and whenever necessary renewing theConducting Media lying in under or over the Development so far as the same arenot exclusively within and do not exclusively serve the Premises or any OtherLettable Unit;

 

1.4           inspecting maintaining cleaning repairing and whenever necessaryresurfacing the roads and footpaths within the Development;

 

1.5           repairing and resurfacing the Parking Spaces and other parts of theCommon Areas designated as car parking spaces and the associated lightingsystem including without prejudice to the foregoing all costs and expenses incurredin providing suitable alternative car parking facilities while such works arebeing carried out;

 

1.6           inspecting maintaining repairing and whenever necessary renewing thelighting system serving the roads footpaths and parking areas within theDevelopment and all electricity costs associated therewith;

 

1.7           inspecting maintaining repairing and whenever necessary renewing thesecurity gates and/or intercom and/or entry phone system between the securitygates and the Premises and any Other Lettable Unit and all electricity costsassociated therewith;

 

1.8           maintaining cultivating planting and whenever necessary replacing anylandscaped areas and/or planters within the Development;

 

1.9           inspecting maintaining repairing and whenever necessary renewing theboundary walls and fences belonging to the Development;

 

1.10         general water and other rates of whatever nature or kind payable inrespect of the Development (other than the Premises and the Other LettableUnits but for the avoidance of doubt including any management office asreferred to in paragraph (14) below);

 

1.11         providing maintaining and renewing name boards directional signs fireregulation and security notices;

 

1.12         maintaining supporting repairing cleansing and amending all roadsfootpaths walls and fences Conducting Media and other things the use of whichis common to the Development or any part thereof and to any premises neighboringthe Development;

 

1.13         providing security services within the Development including theprovision of security patrols to the extent reasonably necessary;

 

1.14         maintaining repairing cleansing decorating and renewing any part of theDevelopment designated by the Lessor for use as a management office for theDevelopment (including a notional rent for the same and any fixtures orfittings in such office).

 

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2.             All reasonable and proper costs and expensesin respect of:

 

2.1           effectingand maintaining such insurances as the Lessor may reasonably deem appropriatein connection with the Common Areas including insurance against damage by anyof the Insured Risks property owners’ or third party liability risks;

 

2.2           allvaluations carried out from time to time for the purposes of such insurances.

 

3.             Allreasonable and proper costs and expenses incurred by the Lessor or itssurveyors in employing staff for the purposes of or in any way connected withany of the matters mentioned in this Part of this Schedule or forsecurity or building maintenance purposes or otherwise in the interests of goodestate management or for the proper enjoyment and benefit of the Development.

 

4.             Allreasonable and proper fees and costs incurred in respect of or in connectionwith the preparation of the demands statements Certificates and other chargesmentioned in Part A of this Schedule and of accounts kept for the purposethereof.

 

5.             Thereasonable and proper fees of any managing agents employed for the generalmanagement of the Development (including if required by the Lessor thecollection of the rents and/or service charge payments) and if no managingagents are employed for such purposes a management fee payable to the Lessorprovided that such management fee shall not exceed that which would have beenreasonably payable to independent managing agents.

 

6.             Thereasonable and proper cost of carrying out works or services of any kindwhatsoever which the Lessor may reasonably deem desirable or necessary for thepurpose of maintaining or improving the services in the Development.

 

7.             Thereasonable and proper cost of taking all steps reasonably deemed desirable orexpedient by the Lessor for complying with making representations against orotherwise contesting the incidence of the provisions of any legislation ororders or statutory requirements or agreements entered into thereunderconcerning town planning means of escape or other fire precautions publichealth highways streets drainage or other matters relating or alleged to relateto the Development for which the Lessee is not liable hereunder.

 

8.             Suchsum or sums by way of reasonable provision for anticipated future expenditurein respect of any of the said matters as the Lessor’s auditors accountants orsurveyors (as the Lessor shall from time to time nominate) acting as expertsand not as arbitrators shall decide should be allocated to the AccountingPeriod in question as being prudent and reasonable in the circumstances (suchdecision to be final and binding on the parties).

 

9.             AllVAT which may be applicable to any of the foregoing services or items save tothe extent that the Lessor can recover the same.

 

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**Part C**

 

**BuildingCharge**

 

1.             The reasonable and proper costs and expensesof maintaining repairing cleansing decorating and renewing:

 

1.1           anycentral heating air conditioning ventilation and hot water boilers apparatus and installations and Conducting Mediain under or upon the Building and available for enjoyment or use by more thanone lessee of the Building in common with the Lessor and the tenants of otherparts of the Building or in or serving the Common Parts;

 

1.2           the Common Parts and carpets and other fixtures and fittings therein;

 

1.3           any fire alarm system and fire-fighting equipment in the Building;

 

1.4           the window cleaning equipment serving the Building (and the cleaning ofthe external windows if the Lessor so determines).

 

2.             Thereasonable and proper cost of lighting the Common Parts.

 

3.             The reasonable and proper cost of fuel andother running costs relating to the central heating air conditioningventilation and hot water boilers apparatus and installations and ConductingMedia.

 

4.             All general and other rates of whatevernature or kind and all taxes duties levies assessments impositions and outgoingswhatsoever (whether parliamentary parochial local or of any other description)payable by the Lessor in respect of the Common Parts.

 

5.             All reasonable and proper costs and expensesincurred by the Lessor or its surveyors in respect of:

 

5.1           the general management of the Building;

 

5.2           maintenance contracts for any lifts and any such central heating airconditioning ventilation and hot water boilers apparatus and installations;

 

5.3           employing staff for the purposes of or in any way connected with any ofthe matters mentioned in this Part of this Schedule or for securityor building maintenance purposes or otherwise in the interests of good estatemanagement or for the proper enjoyment and benefit of the Building in so far asthis is not covered by the costs and expenses specified in paragraph 3 of Part Bof this Schedule.

 

6.             The reasonable and proper cost of taking all stepsreasonably deemed desirable or expedient by the Lessor for complying withmaking representations against or otherwise contesting the incidence of theprovisions of any legislation or orders or statutory requirements thereunderconcerning town planning public health highways streets drainage or othermatters relating or alleged to relate to the Building for which the Lessee isnot liable hereunder in so far as this is not covered by the costs specified inparagraph 7 of Part B of this Schedule.

 

7.             All reasonable and proper fees and costsincurred in respect of or in connection with Interim Charges and Certificatesmentioned in Part A of this Schedule in so far as

 

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theyrelate to the Building Charge and of account kept and audits made for the purposethereof.

 

8.             The reasonable and proper fees of anymanaging agents employed by the Lessor for the general management of theBuilding in so far as this is not covered by the fees specified in paragraph 5of Part B of this Schedule.

 

9.             Such sum or sums by way of reasonableprovision for anticipated future expenditure during the Term in respect of anyof the said matters as the Lessor’s auditors accountants or Surveyors (as sonominated) acting as Experts and not as arbitrators shall decide should beallocated to the Accounting Period in question as being prudent and reasonablein the circumstances (such decision to be final and binding on the parties).

 

10.           Thereasonable and proper cost of carrying out works or services of any kindwhatsoever which the Lessor may reasonably deem desirable or necessary for thepurpose of maintaining or improving the services in the Building and the costof any other services reasonably provided by the Lessor from time to time forthe benefit of lessees in the Building or in the interests of good estatemanagement in so far as this is not covered by the costs specified in paragraph6 of Part B of this Schedule.

 

11.           All VAT which may be applicable to any of the foregoing services oritems save to the extent that the Lessor can recover the same.

 

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**SCHEDULE 5**

** **

**Covenantsby the Surety**

 

1.             TheSurety (if any) in consideration of the grant of this Lease (or the agreementto the assignment of this Lease as appropriate)COVENANTS AND GUARANTEES with and to the Lessor that:

 

1.1           TheLessee shall punctually pay the rents and perform and observe the covenants andother terms of this Lease.

 

1.2           Ifthe Lessee shall make any default in payment of the rents or in performing orobserving any of the covenants or other terms of this Lease the Surety will paythe rents and perform or observe the covenants or terms in respect of which theLessee shall be in default and make good to the Lessor on demand and indemnifythe Lessor against all losses, damages, costs and expenses arising or**incurred by the Lessor as a result of suchnon-payment, non-performance or non-observance notwithstanding:

 

(a)           anytime or indulgence granted by the Lessor to the Lessee or any neglect or forbearanceof the Lessor in enforcing the payment of the rents or the observance orperformance of the covenants or other terms of this Lease;

 

(b)           thatthe terms of this Lease may have been varied by agreement between the parties;

 

(c)           anyother act or thing by which but for this provision the Surety would have been released.

 

1.3           Theseprovisions are to take effect immediately on the grant (or the assignment as appropriate)of the Lease to the Lessee and are to remain in force so long and to the extentthat the Lessee is not released by law from liability for any of the covenantsand other terms of this Lease.

 

2.             TheSurety FURTHER COVENANTS with the Lessor that if this Lease is disclaimed orforfeited prior to any lawful assignment by the Lessee of this Lease the Lessormay within six months after the disclaimer or forfeiture by notice in writingrequire the Surety to accept a new lease of the Premises for a term equivalentto the residue which if there had been no disclaimer or forfeiture would haveremained of the Term at the same rent and subject to the like covenants andconditions as are payable under and applicable to the tenancy immediatelybefore the date of such disclaimer or forfeiture (the said new lease and therights and liabilities thereunder to take effect as from the date of suchdisclaimer or forfeiture) arid in such case the Surety shall pay the Lessor’scosts incurred by the Lessor in connection with such new lease and the Suretyshall accept such new lease accordingly and will execute and deliver to theLessor a Counterpart thereof.

 

3.             Ifthis Lease is disclaimed or forfeited and for any reason the Lessor does notrequire the Surety to accept a new lease of the Premises in accordance withparagraph 2 hereof the Surety shall pay to the Lessor on demand an amount equalto the difference between any money received by the Lessor for the use oroccupation of the Premises less any expenditure incurred by the Lessor inconnection with the Premises and the rents which would have been payable underthe Lease but for such disclaimer or forfeiture in both cases for the periodcommencing with the date of such disclaimer or forfeiture and ending onwhichever is the earlier of the following dates:

 

(a)           thedate six months after such disclaimer or forfeiture; and

 

(b)           thedate (if any) upon which the Premises are relet.

 

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4.             TheSurety FURTHER COVENANTS and guarantees the obligations of the Lessee under anyAuthorised Guarantee Agreement entered into by the Lessee pursuant to the termsof this Lease.

 

5.             Forthe purposes of these provisions references to the Lessee are to the Lessee inrelation to whom the Surety’s covenant is given but not any lawful assignee ofsuch Lessee.

 

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**SCHEDULE 6**

 

**Authorised Guarantee Agreement**

 

1.             TheLessee in consideration of the agreement to the assignment of the Lease COVENANTSAND GUARANTEES with and to the Lessor that:

 

1.1           TheAssignee shall punctually pay the rents and perform and observe the covenantsand other terms of the Lease.

 

1.2           Ifthe Assignee shall make any default in payment of the rents or in performing orobserving any of the covenants or other terms of the Lease the Lessee will paythe rents and perform and observe the covenants or terms in respect of whichthe Assignee shall be in default and make good to the Lessor on demand andindemnify the Lessor against all losses, damages, costs and expenses arising orincurred by the Lessor as a result of such non-payment, non-performance ornon-observance notwithstanding:

 

(a)           anytime or indulgence granted by the Lessor to the Assignee or any neglect or forbearanceof the Lessor in enforcing the payment of the rents or the observance orperformance of the covenants or other terms of the Lease; 

 

(b)           thatthe terms of the Lease may have been varied by agreement between the parties(but subject always to section 18 Landlord and Tenant (Covenants) Act 1995);

 

(c)           anyother act or thing by which but for this provision the Lessee would have beenreleased.

 

2.             TheLessee FURTHER COVENANTS with the Lessor that if the Lease is disclaimed priorto any lawful assignment by the Assignee of the Lease the Lessor may within sixmonths after the disclaimer require the Lessee to accept a new lease of thePremises for a term equivalent to the residue which if there had been nodisclaimer would have remained of the Term at the same rent and subject to thelike covenants and conditions as are payable under and applicable to thetenancy immediately before the date of such disclaimer (the said new lease andthe rights and liabilities thereunder to take effect as from the date of suchdisclaimer) and in such case the Lessee shall pay the Lessor’s costs incurredby the Lessor in connection with such new lease and the Lessee shall acceptsuch new lease accordingly and will execute and deliver to the Lessor a Counterpartthereof.

 

3.             Ifthe Lease is disclaimed and for any reason the Lessor does not require theLessee to accept a new lease of the Premises in accordance with paragraph 2 theLessee shall pay to the Lessor on demand an amount equal to the difference betweenany money received by the Lessor for the use or occupation of the Premises lessany expenditure incurred by the Lessor in connection with the Premises and therents which would have been payable under the Lease but for such disclaimer inboth cases for the period commencing with the date of such disclaimer andending on whichever is the earlier of the following dates:

 

(a)           thedate six months after such disclaimer;

 

(b)           theend or sooner determination of the Term. 

 

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4.             Notwithstandingany of the foregoing provisions the Lessee:

 

(a)           shallnot be required to guarantee in any way the liability for the covenants and otherterms of the Lease of any person other than the Assignee; and

 

(b)           shallnot be subject to any liability, restriction or other requirement (of whatevernature) in relation to any time after the Assignee is by law released from thecovenants and other terms of the Lease.

 

5.            Noperson other than a contracting party may enforce any provision of this Deed byvirtue of the Contracts (Rights of Third Parties) Act 1999.

 

6.             Wordsand expressions used herein shall have the same meaning as in the Lease.

 

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| SIGNED as a* *deed  by [ILLEGIBLE] Moody  | )      |                  |               |
|------------------------------------------------|--------|-----------------------|--------------------|
| and J.A. Newstead                              | )      | /s/ [ILLEGIBLE] Moody |               |
| as attorneys for **Felaw Maltings Ipswich**    | )      |                  |               |
| **(No. 1) Limited** in the presence of:   | )      | /s/ J.A. Newstead     |               |
|                                           |   |                  |               |
|                                           |   |                  |               |
| Jeremy Pickles                                 |   | )                     | /s/ Jeremy Pickles |   |
| Name of Witness and  Signature                 | )      |                  |               |
|                                           |   |                  |               |
|                                           |   |                  |               |
| Atlantic House Holborn Viaduct London ECIA 2FA | )      |                  |               |
| Address                                        | )      |                  |               |
|                                           |   |                  |               |
|                                           |   |                  |               |
| SIGNED as a deed by [ILLEGIBLE]                | )      | /s/ [ILLEGIBLE] Moody |               |
| and J.A. Newstead                              | )      |                  |               |
| as attorneys for **Felaw Maltings Ipswich**    | )      | /s/ J.A. Newstead     |               |
| **(No. 2) Limited**in the presence of:    | )      |                  |               |
|                                           |   |                  |               |
|                                           |   |                  |               |
| Jeremy Pickles                                 |   | )                     | /s/ Jeremy Pickles |   |
| Name of Witness and  Signature                 | )      |                  |               |
|                                           |   |                  |               |
|                                           |   |                  |               |
| Atlantic House Holborn Viaduct London ECIA 2FG | )      |                  |               |
| Address                                        | )      |                  |               |
|                                           |   |                  |               |
|                                           |   |                  |               |
| SIGNED as a deed by [ILLEGIBLE] Moody          | )      | /s/ [ILLEGIBLE] Moody |               |
| and J.A. Newstead                              | )      |                  |               |
| as attorneys for **Mars Pension Trustees**     | )      | /s/ J.A. Newstead     |               |
| **Limited**in the presence of:                 | )      |                  |               |
| ** **                                     |   |                  |               |
| ** **                                     |   |                  |               |
| Jeremy Pickles                                 |   | )                     | /s/ Jeremy Pickles |   |
| Name of Witness and  Signature                 | )      |                  |               |
| ** **                                     |   |                  |               |
| ** **                                     |   |                  |               |
| Atlantic House Holborn Viaduct London ECIA 2FG | )      |                  |               |
| Address                                        | )      |                  |               |
|                                                |        |                       |                    |  |  |

 

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